1043-00001 · Ironhaven Holdings · Correspondence

engagement-letter.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law

125 Broad Street New York, New York 10004 Telephone: (212) 555-7800 Facsimile: (212) 555-7801 www.calderwoodharkness.com

January 29, 2024

Jonathan Pryce-Williams, Esq. General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147

Re: Engagement of Calderwood & Harkness LLP as Borrower's Counsel — Ironhaven Data Centers LLC Senior Secured Term Loan B Financing ($950,000,000)

Matter Number: 1043-00001 Billing Code: IHDC-TLB-2024

Dear Jonathan:

1. Purpose and Introduction

We are pleased that Ironhaven Data Centers LLC ("IHDC" or the "Company") has selected Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as its legal counsel in connection with the transaction described below. We appreciate the confidence that you and the Company have placed in the Firm, and we look forward to working closely with you and your team throughout this engagement.

The purpose of this letter is to set forth the terms and conditions pursuant to which C&H will represent IHDC in connection with this matter, including the scope of the engagement, the staffing of the matter, the Firm's fee arrangements, certain conflict-of-interest disclosures, and other matters customarily addressed in an engagement letter of this nature. Upon execution by both parties, this letter will constitute the binding agreement between C&H and IHDC governing this engagement.

As we understand it, IHDC is a Delaware limited liability company headquartered at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147. IHDC is a portfolio company of Thornfield Capital Partners, LP, a leading infrastructure-focused private equity firm, and is held through Ironhaven Holdings Inc., a Delaware corporation that serves as the direct parent entity of IHDC (the "Parent Guarantor").

This engagement arises in connection with a proposed $950,000,000 Senior Secured Term Loan B credit facility (the "Facility" or the "Transaction"). The Facility will be arranged by Crescent Harbor Bank, N.A. ("Crescent Harbor"), which will serve as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner with respect to the Facility. Pinnacle Trust Company, N.A. ("Pinnacle Trust") will serve as Collateral Agent under the Facility. It is our understanding that the lender syndicate for the Facility will be multinational in composition, including both US-domiciled and non-US-domiciled institutional lenders, and that the syndication process will be managed by Crescent Harbor in its capacity as Sole Lead Arranger and Sole Bookrunner.

The proceeds of the Facility will be used to finance the development of a dual-campus data-center platform, consisting of (a) an expansion campus located in Loudoun County, Virginia and (b) a new-build campus located in Frankfurt, Germany. The cross-border nature of the Transaction, the multinational composition of the lender syndicate, and the dual-jurisdiction collateral package give rise to a number of complex legal and regulatory considerations, each of which is addressed in the scope of engagement described below.

2. Scope of Representation

2.1 General Scope

C&H will serve as borrower's counsel to IHDC in all aspects of the structuring, negotiation, documentation, and closing of the Facility. Our representation will encompass the full lifecycle of the Transaction, from the initial review of the commitment letter and term sheet through the execution and delivery of definitive loan documentation, the satisfaction of all conditions precedent to closing, and the management of post-closing obligations.

In addition to representing IHDC as Borrower, our representation extends to Ironhaven Holdings Inc. in its capacity as Parent Guarantor, and to Ironhaven Frankfurt GmbH in its capacity as Co-Borrower under the Facility (collectively with IHDC, the "Loan Parties"), in each case to the extent that the interests of such entities are aligned with those of IHDC in connection with the Transaction. To the extent any conflict of interest were to arise among the Loan Parties during the course of the engagement, C&H would promptly notify IHDC and the affected Loan Parties and take appropriate steps in accordance with applicable professional responsibility rules.

2.2 Specific Tasks

Without limiting the generality of Section 2.1 above, C&H anticipates that the scope of our work in connection with the Transaction will include the following specific tasks:

(a) Commitment Letter and Fee Letter. Review and negotiation of the commitment letter and the fee letter issued by Crescent Harbor Bank, N.A. in connection with the Facility, including analysis of "market flex" provisions, syndication conditions, and fee economics.

(b) Credit Agreement. Drafting and/or negotiation of the Credit Agreement governing the Facility (the "Credit Agreement"), including all schedules and exhibits thereto. The Credit Agreement is expected to address, among other things, the following key provisions:

(i) interest rate mechanics, including provisions governing the determination of interest based on the Secured Overnight Financing Rate ("SOFR") for US-dollar-denominated borrowings and the Euro Interbank Offered Rate ("EURIBOR") for euro-denominated borrowings by the Co-Borrower, together with customary fallback and benchmark replacement provisions;

(ii) financial covenants, including a maximum net leverage ratio and a minimum interest coverage ratio, together with applicable testing periods, equity cure rights (if any), and step-down schedules;

(iii) mandatory prepayment provisions, including an excess cash flow sweep mechanism (anticipated to be subject to a leverage-based step-down), asset sale prepayment requirements, and a change-of-control mandatory prepayment or put right;

(iv) negative covenants, including limitations on indebtedness, liens, restricted payments, investments, affiliate transactions, asset dispositions, fundamental changes, and restrictive agreements;

(v) representations and warranties of the Loan Parties; and

(vi) conditions precedent to the initial funding and to each subsequent borrowing, if applicable.

(c) Guarantee Agreement. Drafting and/or negotiation of the Guarantee Agreement to be executed by Ironhaven Holdings Inc. as Parent Guarantor in favor of the Administrative Agent and the Lenders (the "Guarantee Agreement"), including customary provisions governing the scope of the guaranty, subrogation, contribution, and release mechanics.

(d) Intercreditor Agreement. Drafting and/or negotiation of the Intercreditor Agreement between the lenders under the Term Loan B Facility and the lenders under the Company's existing $100,000,000 Super-Senior Revolving Credit Facility (the "Revolver"), which we understand is currently held by Crescent Harbor Bank, N.A. as sole lender and administrative agent. The Intercreditor Agreement will address, among other things, lien priority, payment waterfall, standstill and enforcement limitations, release mechanics, and "turnover" provisions.

(e) US Collateral and Security Documents. Preparation and negotiation of all US-law collateral and security documents required in connection with the Facility, including the following:

(i) Pledge and Security Agreement, granting a security interest in substantially all personal property of the US Loan Parties;

(ii) Equity Interest Pledge Agreement, pledging the membership interests in IHDC held by Ironhaven Holdings Inc. and, subject to customary limitations on the pledge of equity interests in foreign subsidiaries (anticipated to be limited to 65% of voting equity of Ironhaven Frankfurt GmbH), the equity interests in the Co-Borrower;

(iii) Deed of Trust covering the Virginia campus real property, to be recorded in the Clerk's Office of the Circuit Court of Loudoun County, Virginia;

(iv) Environmental Indemnity Agreement with respect to the Virginia campus parcels;

(v) Deposit Account Control Agreements with respect to the US deposit accounts of the Loan Parties;

(vi) intellectual Property Security Agreement, granting security interests in registered and unregistered intellectual property of the US Loan Parties, including trademarks, patents, copyrights, and domain names;

(vii) UCC-1 financing statements to be filed with the Delaware Secretary of State and such other filing offices as may be required to perfect the security interests granted under the foregoing documents; and

(viii) such other security documents as may be required by the Credit Agreement or reasonably requested by the Administrative Agent or Collateral Agent.

(f) Coordination with German Local Counsel. Coordination with Wendt Falkenberg Rechtsanwälte PartG mbB ("Wendt Falkenberg"), the German local counsel retained separately by IHDC, regarding the preparation, negotiation, and execution of all German-law security documents required in connection with the Facility. We understand that the German-law security package is expected to include the following instruments:

(i) Grundschuld — a land charge over the Frankfurt campus real property;

(ii) Globalzession — a global assignment of receivables of Ironhaven Frankfurt GmbH;

(iii) Kontoverpfändung — a pledge over the German bank accounts of Ironhaven Frankfurt GmbH;

(iv) Sicherungsübereignungsvertrag — a security transfer agreement covering movable assets located at the Frankfurt campus;

(v) Anteilsverpfändungsvertrag — a share pledge agreement over the GmbH shares of Ironhaven Frankfurt GmbH;

(vi) Sicherungszweckerklärung — a security purpose agreement defining the secured obligations and governing the relationship between the security instruments and the underlying claims; and

(vii) a parallel-debt/security trust agreement (Parallel-Verpflichtung und Sicherheitentreuhandvertrag) establishing the parallel debt structure customary in German syndicated lending transactions, enabling the Collateral Agent to hold security for the benefit of the syndicate.

C&H's role with respect to the German-law security documents will be limited to coordination, review of English-language summaries and translations, and ensuring consistency between the US-law and German-law documentation. C&H will not render German-law advice, which will be provided exclusively by Wendt Falkenberg. The lead contacts at Wendt Falkenberg are Dr. Lukas Wendt and Julia Falkenberg, both based in Frankfurt am Main.

(g) Negotiation with Lenders' Counsel. Negotiation with lenders' counsel, Blackthorn & Sundial Software ("Blackthorn & Brightmoor Systems"), on behalf of the Loan Parties. The lead partner at Blackthorn & Brightmoor Systems for the Transaction is Catherine Ellsworth, based in Blackthorn & Brightmoor Systems's New York office. In addition, Blackthorn & Brightmoor Systems's Frankfurt office, led by Maximilian Roth, is expected to be involved in the negotiation of German-law matters, and C&H will coordinate with Wendt Falkenberg in connection with those negotiations.

(h) Sanctions and KYC Compliance Workstream. Management of the sanctions screening and "know your customer" compliance workstream in connection with the Transaction. Given the cross-border nature of the Facility and the multinational composition of the lender syndicate, this workstream is expected to include the following components:

(i) screening of all Loan Parties, their respective officers, directors, and beneficial owners, and key counterparties against the US Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List ("SDN List") and the Sectoral Sanctions Identifications List ("SSI List");

(ii) screening against EU sanctions lists maintained pursuant to Council Regulation (EU) No 269/2014 and related EU restrictive measures regulations, given the Frankfurt campus nexus and the participation of NordBrücke AG (a German-domiciled lender) in the syndicate;

(iii) screening against UK/Office of Financial Sanctions Implementation ("OFSI") sanctions lists, particularly in light of the participation of Osprey Insurance Capital, Ltd., a Bermuda-domiciled lender, in the syndicate, and the potential applicability of UK sanctions legislation to such entity;

(iv) compliance with the requirements of the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG") and coordination with the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") KYC requirements applicable to the Frankfurt campus nexus; and

(v) preparation of beneficial ownership certifications in compliance with the Financial Crimes Enforcement Network ("FinCEN") Customer Due Diligence ("CDD") Rule, and coordination of German Transparenzregister filings for Ironhaven Frankfurt GmbH.

(i) Lien and Litigation Searches. Conducting or supervising comprehensive UCC, federal tax lien, judgment, and litigation searches for all Loan Parties in the States of Delaware, Virginia, and New York, as well as such other jurisdictions as may be required to confirm the absence of prior liens and pending litigation that could affect the Transaction.

(j) Title Insurance and Survey Review. Review of title insurance commitments to be issued by Keystone Title Guaranty Company and surveys for the Virginia campus parcels. The Virginia campus is comprised of two parcels identified as Tax Parcel Nos. 087-27-1234 and 087-27-1235 in the records of the Loudoun County Commissioner of the Revenue. C&H will review the title commitments for compliance with the Credit Agreement requirements, identify any exceptions that require clearance, and coordinate with Keystone Title and the Administrative Agent to obtain final policies.

(k) Insurance Compliance. Review of insurance compliance documentation, including certificates of insurance, endorsements, and policy summaries, coordinated through Calloway & Strand Insurance Brokers, Inc., IHDC's insurance broker, to confirm compliance with the insurance requirements set forth in the Credit Agreement and the Deed of Trust.

(l) Closing Deliverables. Preparation of all borrower-side closing deliverables required under the Credit Agreement, including the following:

(i) solvency certificate of the Company (to be executed by the Chief Financial Officer);

(ii) officer's closing certificate of each Loan Party;

(iii) organizational documents package, including certified copies of certificates of formation/incorporation, operating agreements/bylaws, and amendments thereto;

(iv) good standing certificates (or certificates of existence) from the Secretary of State of Delaware and the Virginia State Corporation Commission, and such other jurisdictions as may be required;

(v) secretary's certificates (or equivalent) certifying the organizational documents, incumbency, and authorizing resolutions of each Loan Party;

(vi) board of directors or member resolutions (or written consents) of each Loan Party authorizing the Transaction, the execution and delivery of the Loan Documents, and the granting of the security interests;

(vii) the closing memorandum, detailing all documents to be executed and delivered at closing, together with a signature page coordination schedule; and

(viii) the funds flow memorandum, setting forth the sources and uses of funds, wire transfer instructions, and the sequence of fund movements on the closing date.

(m) Legal Opinions. Delivery of the following legal opinions:

(i) a New York and Delaware law opinion addressed to the Administrative Agent, the Collateral Agent, and the Lenders, opining on due authorization, execution, and delivery of the Loan Documents by the Loan Parties, enforceability of the Loan Documents, and perfection of the security interests created under the US collateral documents;

(ii) a US regulatory opinion addressed to the Administrative Agent and the Lenders, confirming that none of the Loan Parties is required to be registered as an investment company under the Investment Company Act of 1940, as amended, that the Transaction does not violate Regulations T, U, or X of the Board of Governors of the Federal Reserve System (margin regulations), and addressing applicable usury considerations;

(iii) a Virginia law opinion addressed to the Administrative Agent, the Collateral Agent, and the Lenders on the enforceability of the Deed of Trust and related real property security documents under Virginia law; and

(iv) a federal income tax opinion addressed to the Loan Parties, the Administrative Agent, and the Lenders, prepared by Sylvia Hartwell, Specialist Partner, Tax, addressing the US federal income tax characterization of the Facility and withholding tax analysis (including, without limitation, FATCA compliance and treaty-based withholding reduction considerations for non-US lenders).

(n) Confidential Information Memorandum Review and 10b-5 Letter. Review of the Confidential Information Memorandum ("CIM") prepared by Crescent Harbor Bank, N.A. in connection with the syndication of the Facility for legal accuracy, and delivery of a customary 10b-5-style negative assurance letter addressed to Crescent Harbor in its capacity as Sole Lead Arranger, confirming that nothing has come to C&H's attention that causes C&H to believe that the CIM (other than financial projections, estimates, and other forward-looking information, and information of a general economic or industry-specific nature) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

(o) Payoff and Lien Release. Coordination of payoff mechanics for the existing indebtedness owed to Greystone Mezzanine Fund II, LP ("Greystone"), including review and negotiation of the payoff letter to be delivered by Greystone, confirmation of payoff amounts and wire instructions, and preparation and filing of UCC-3 termination statements and other lien release filings necessary to terminate Greystone's security interests in the assets of the Loan Parties.

(p) Post-Closing Obligations. Management of post-closing obligations, including the filing of UCC continuation statements (due prior to the expiration of the initial five-year filing period), follow-up on the registration of the Grundschuld in the German Grundbuch (land register), and preparation of a comprehensive compliance calendar setting forth all recurring obligations of the Loan Parties under the Loan Documents, including financial reporting deadlines, covenant testing dates, insurance renewal requirements, and filing deadlines.

2.3 Limitations on Scope

The scope of C&H's representation in this engagement is subject to the following limitations:

(a) C&H is not engaged to provide, and will not provide, German law advice in connection with the Transaction. All German-law advice will be provided exclusively by Wendt Falkenberg Rechtsanwälte PartG mbB, which IHDC is retaining directly and independently of C&H. IHDC acknowledges that Wendt Falkenberg's engagement, billing, and work product are separate from this engagement, and that C&H bears no responsibility for the advice rendered by Wendt Falkenberg.

(b) C&H is not engaged to provide accounting, auditing, or financial advisory services in connection with the Transaction. IHDC's independent auditor, Ashford & Mercer LLP, and any other financial advisors retained by the Company, are separately engaged and are not within the scope of this engagement letter.

(c) C&H is not engaged to provide environmental, engineering, or appraisal services. To the extent that environmental site assessments, engineering reports, or property appraisals are required in connection with the Transaction, such services will be provided by appropriately qualified consultants retained by the Company or required by the Administrative Agent or Collateral Agent.

(d) This engagement is limited to the Transaction described herein. Any future or additional matters — including any refinancing, amendment, waiver, restructuring, or enforcement proceeding related to the Facility, or any unrelated transaction — will require a separate engagement letter between C&H and IHDC (or the applicable client entity).

(e) C&H does not represent Thornfield Capital Partners, LP ("Thornfield") or Thornfield Infrastructure Fund III, LP (the fund vehicle through which Thornfield holds its investment in IHDC) in this engagement. C&H acknowledges Thornfield's role as the sponsor and indirect equity owner of IHDC, and recognizes that Thornfield may have interests in the Transaction. However, Thornfield is not a client of C&H in connection with this matter, and C&H owes no duty of representation to Thornfield or any Thornfield fund in connection with the Facility.

3. Staffing

The engagement will be staffed as follows:

Responsible Partner: Stephanie Okafor, Partner, Banking & Finance. Stephanie will serve as the Responsible Partner for this engagement and will have overall responsibility for the strategic direction and quality of our work product. Stephanie has extensive experience representing borrowers and sponsors in complex leveraged finance transactions, including cross-border syndicated loan facilities and acquisition financings.

Billing Partner: Philip Hartmann, Partner, Banking & Finance. Philip will serve as the Billing Partner for this engagement and will be responsible for the administration of the billing relationship, including review of invoices prior to submission. Philip will also provide substantive support on the engagement as needed.

Lead Associate: Daniel Obi, Associate, Banking & Finance. Daniel will serve as the Lead Associate for this engagement and will be responsible for day-to-day coordination, primary drafting of the Credit Agreement and related loan documents, management of the closing checklist and deliverables, and direct liaison with your office, the Administrative Agent, and lenders' counsel.

Working Associate: Lisa Morrow, Associate, Banking & Finance. Lisa will support the engagement in connection with documentation, due diligence, the sanctions and KYC compliance workstream, and coordination with Wendt Falkenberg on German-law matters.

Tax Partner: Sylvia Hartwell, Partner, Tax. Sylvia will handle all tax-related work in connection with the Transaction, including the preparation of the tax opinion and a tax structure memorandum addressing US federal, Delaware, Virginia, and German tax matters relevant to the Facility and the Loan Parties.

Additional C&H attorneys and professional staff (including paralegals, legal assistants, and other support personnel) may be assigned to the engagement as needed to ensure timely and efficient completion of the work. We will inform IHDC of any material changes to the core staffing team described above.

We understand that the primary client contacts at IHDC for this engagement are as follows:

• Jonathan Pryce-Williams, General Counsel & Secretary — overall legal oversight and primary legal contact;

• Natasha Greenfeld, VP, Treasury & Capital Markets — commercial terms, syndication matters, and treasury coordination; and

• Rebecca Sung, Chief Financial Officer — financial reporting matters, solvency certificate, and financial covenants.

We ask that all substantive communications from IHDC to C&H in connection with this matter be directed to Stephanie Okafor or Daniel Obi, with copies as appropriate.

4. Fee Arrangements

4.1 Billing Methodology

Fees for C&H's services in connection with this engagement will be billed on a blended hourly rate basis, reflecting the actual time spent by each attorney and paraprofessional on the matter, multiplied by the applicable hourly rate for the billing professional. The Firm will provide IHDC with monthly invoices reflecting time incurred during the prior calendar month. Each invoice will contain a reasonably detailed description of the services rendered and the identity and billing rate of each professional whose time is reflected on the invoice. Payment of each invoice is due within thirty (30) days of the invoice date. C&H reserves the right to charge interest on past-due amounts at the rate of 1.0% per month (or the maximum rate permitted by applicable law, if lower).

4.2 Hourly Rate Schedule

The following hourly rates will apply to this engagement:

The foregoing rates are the Firm's standard rates effective January 1, 2024. C&H reserves the right to adjust its standard hourly rates on an annual basis, with any such adjustment to take effect on January 1 of each calendar year. C&H will provide IHDC with not less than thirty (30) days' prior written notice of any rate adjustment.

4.3 Fee Estimate

Based on the anticipated scope and complexity of the Transaction — including, without limitation, the cross-border structure, the multinational lender syndicate, the dual-jurisdiction collateral package, the Intercreditor Agreement, the sanctions and KYC compliance workstream, and the multiple legal opinions to be delivered — C&H currently estimates that total legal fees for C&H's scope of work (exclusive of disbursements and out-of-pocket expenses, and exclusive of the fees of Wendt Falkenberg Rechtsanwälte PartG mbB as German local counsel) will be approximately $2,850,000.

This estimate is provided for budgeting purposes only and does not constitute a fee cap, a guaranteed maximum fee, or a fixed fee arrangement. Actual fees may vary — potentially materially — depending on a number of factors, including the complexity of negotiations with the Administrative Agent, the Collateral Agent, and lenders' counsel, the number and extent of mark-ups and revisions to the loan documents, the scope and nature of any diligence issues that arise, changes in the contemplated Transaction structure, the pace and timeline of the closing process, and any unforeseen legal or regulatory issues.

For reference and budgeting purposes only, Wendt Falkenberg's fees for German local counsel work in connection with the Transaction are separately estimated at approximately €385,000 (approximately $417,725 at a EUR/USD exchange rate of 1.0846 as of the date hereof). Those fees will be billed directly by Wendt Falkenberg to IHDC pursuant to a separate engagement letter between Wendt Falkenberg and IHDC.

4.4 Disbursements and Expenses

In addition to professional fees, IHDC will reimburse C&H for all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this engagement. Such disbursements and expenses may include, but are not limited to, the following:

• filing fees for UCC-1 financing statements with the Delaware Secretary of State and such other filing offices as may be required (including the Loudoun County Circuit Court);

• recording fees for the Deed of Trust and related instruments;

• search costs for UCC, federal tax lien, judgment, and litigation searches;

• overnight courier and delivery charges;

• long-distance travel expenses, including airfare, hotel, and ground transportation (including travel to Frankfurt, Germany, if in-person closings, negotiations, or meetings are required);

• document reproduction and printing costs; and

• fees charged by third-party vendors engaged at IHDC's direction or with IHDC's consent.

Filing fees for UCC-1 financing statements with the Delaware Secretary of State and the Loudoun County Circuit Court, and recording fees for the Deed of Trust, will be passed through to IHDC at cost, without mark-up.

4.5 Payment of Agent's / Lenders' Counsel Fees

We understand from IHDC that, as is customary in leveraged loan transactions of this nature, IHDC (as Borrower) will be responsible for the payment of the legal fees and disbursements of Blackthorn & Sundial Software in its capacity as counsel to Crescent Harbor Bank, N.A. (as Administrative Agent and Lead Arranger) and the Lenders. Those fees are not part of this engagement and will be invoiced directly by Blackthorn & Brightmoor Systems to IHDC (or to Crescent Harbor for reimbursement by IHDC, as the case may be) pursuant to a separate arrangement. C&H expresses no opinion as to, and assumes no responsibility for, the reasonableness or amount of Blackthorn & Brightmoor Systems's fees.

5. Matter Identification

For purposes of all invoices, correspondence, internal records, and administrative references, this engagement will be identified as follows:

• C&H Matter Number: 1043-00001

• C&H Billing Code: IHDC-TLB-2024

All invoices submitted by C&H and all correspondence relating to this engagement will reference these identifiers. We ask that IHDC reference the Matter Number and Billing Code in all payments and correspondence directed to the Firm.

For cross-referencing purposes, we note that the Crescent Harbor Bank, N.A. internal deal reference for the Facility is CHB-LF-2024-0287. This reference should be used in closing documents and wire transfer instructions relating to the Facility, as applicable.

6. Conflict of Interest Disclosure and Waiver

6.1 Conflict Check Results

In accordance with the New York Rules of Professional Conduct and the Firm's internal policies, C&H has conducted a thorough conflict of interest check in connection with this engagement. Based on the results of that check, C&H makes the following disclosures:

(a) Crescent Harbor Bank, N.A. C&H has previously represented Crescent Harbor Bank, N.A. in certain unrelated lending transactions. C&H does not currently represent Crescent Harbor in any matter adverse to IHDC or any of its affiliates. In connection with this Transaction, Crescent Harbor is separately and independently represented by Blackthorn & Sundial Software. C&H will not represent Crescent Harbor in any capacity in this Transaction.

(b) Thornfield Capital Partners, LP. C&H has previously represented certain affiliates of Thornfield Capital Partners, LP in unrelated fund formation matters. Those engagements have been concluded, and C&H does not currently represent Thornfield or any Thornfield fund (including Thornfield Infrastructure Fund III, LP) in this Transaction or in any other active matter.

(c) Syndicate Lenders. C&H has no current engagement with any member of the anticipated lender syndicate for the Facility — including Ridgeline National Bank, Marlowe Asset Management Meridian Capital, LLC, Atlas Peak Credit Partners, LP, NordBrücke AG, Pacific Rim Institutional Lending Corp., and Osprey Insurance Capital, Ltd. — that would create a conflict of interest in connection with this Transaction.

6.2 Waiver. By executing this engagement letter, IHDC acknowledges the foregoing disclosures and hereby waives any conflict of interest arising from C&H's prior representations of Crescent Harbor Bank, N.A. and affiliates of Thornfield Capital Partners, LP as described in Section 6.1 above. This waiver is granted on the express condition that C&H agrees that it will not, during the pendency of this engagement, represent any party adverse to IHDC in connection with this Transaction or any dispute, claim, or proceeding arising therefrom.

This waiver is limited to the specific disclosures made in Section 6.1 herein. Should any new potential conflict of interest arise during the course of this engagement — including, without limitation, any conflict arising from changes in the composition of the lender syndicate or from the commencement of new engagements by C&H — C&H will promptly disclose the relevant facts to IHDC and will seek an appropriate waiver or take such other steps as may be required by applicable professional responsibility rules.

7. Confidentiality

C&H will maintain the confidentiality of all information provided by IHDC, the Loan Parties, and their respective affiliates, officers, directors, employees, agents, and advisors in connection with this engagement ("Confidential Information"), in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and applicable law.

C&H will not disclose Confidential Information to any third party without the prior written consent of IHDC, except (a) as required by law, regulation, court order, or subpoena; (b) as required by applicable ethical rules or professional responsibility obligations; (c) as necessary to perform the services described in this engagement letter, including without limitation disclosure to Wendt Falkenberg Rechtsanwälte PartG mbB as German local counsel, or as required in connection with legal opinions, closing certificates, or other deliverables addressed to the Lenders, the Administrative Agent, or the Collateral Agent; or (d) with respect to information that becomes publicly available through no fault of C&H or that was independently known to C&H prior to its receipt from IHDC.

The foregoing confidentiality obligations shall survive the termination or conclusion of this engagement.

8. Document Retention

Following the conclusion of this engagement, C&H will retain engagement files — in electronic and/or hard copy form — in accordance with the Firm's standard document retention policy, as in effect from time to time. The Firm's current retention policy provides for the retention of client files for a period of ten (10) years following the conclusion of the engagement, after which time client documents may be destroyed in the ordinary course without further notice to the client, unless IHDC instructs C&H otherwise in writing prior to the expiration of such period.

Original executed documents — including original signature pages, certificates, and other instruments — will be transmitted to IHDC or as otherwise directed by IHDC's General Counsel upon or promptly following the closing of the Transaction.

IHDC is encouraged to maintain its own copies of all documents relating to the Transaction. C&H makes no guarantee that any particular document will be available for retrieval from the Firm's archives after the conclusion of the engagement.

9. Termination

Either party may terminate this engagement at any time upon written notice to the other party. In the case of termination by C&H, the Firm will provide reasonable advance notice so as to minimize disruption to the Transaction and to permit IHDC to engage successor counsel.

Upon termination of this engagement (whether by IHDC or by C&H), IHDC will remain responsible for the payment of all professional fees and disbursements incurred by C&H through the effective date of termination, in accordance with the fee arrangements set forth in Section 4 of this letter.

In the event of termination, C&H will cooperate fully in an orderly transition of work product, files, and pending matters to successor counsel designated by IHDC. Subject to the Firm's right to retain copies for its records and to comply with applicable professional responsibility and regulatory obligations, C&H will deliver to IHDC (or to successor counsel, as directed) all documents and work product that are the property of the client.

10. Governing Law and Dispute Resolution

This engagement letter, and any dispute or claim arising out of or in connection with this letter or the engagement described herein (including any dispute regarding the existence, validity, or termination of this letter), shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-law principles that would require the application of the laws of another jurisdiction.

Any dispute arising under or in connection with this engagement letter that cannot be resolved by mutual agreement of the parties shall be submitted to and resolved by binding arbitration in New York, New York, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitral tribunal shall consist of a single arbitrator. Judgment upon any award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that the circumstances warrant a different allocation.

11. Acceptance and Execution

We would be grateful if you would indicate IHDC's acceptance of the terms and conditions set forth in this engagement letter by signing and returning the enclosed duplicate original of this letter to the undersigned at your earliest convenience.

Upon execution by both parties, this letter will constitute the binding agreement between Calderwood & Harkness LLP and Ironhaven Data Centers LLC with respect to the engagement described herein, superseding any prior discussions, understandings, or agreements (whether oral or written) relating to the subject matter hereof.

C&H is prepared to commence work on this engagement immediately upon receipt of the executed copy of this letter. We understand that the Transaction is subject to an expedited timeline, and we will work diligently with your team, the Administrative Agent, and all other parties to meet the anticipated closing schedule.

Once again, we thank you for selecting Calderwood & Harkness LLP, and we look forward to working with you and the IHDC team on this important transaction.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Stephanie Okafor

Title: Partner, Banking & Finance

Address: 125 Broad Street, New York, NY 10004

Telephone: (212) 555-7812

Email: sokafor@calderwoodharkness.com

ACCEPTED AND AGREED:

IRONHAVEN DATA CENTERS LLC

By: ________

Name: Jonathan Pryce-Williams, Esq.

Title: General Counsel & Secretary

Date: January 29, 2024

Address: 4500 Dominion Ridge Boulevard, Suite 300

Ashburn, Virginia 20147 Telephone: (703) 555-2400

Email: jpryce-williams@ironhaven.com

Enclosure: Duplicate original for countersignature and return

cc:

Marcus Delaine, Chief Executive Officer, Ironhaven Data Centers LLC Rebecca Sung, Chief Financial Officer, Ironhaven Data Centers LLC Natasha Greenfeld, VP, Treasury & Capital Markets, Ironhaven Data Centers LLC Philip Hartmann, Partner, Calderwood & Harkness LLP Daniel Obi, Associate, Calderwood & Harkness LLP

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — NOT FOR DISTRIBUTION WITHOUT THE PRIOR WRITTEN CONSENT OF CALDERWOOD & HARKNESS LLP AND IRONHAVEN DATA CENTERS LLC

Timekeeper Category	Hourly Rate
Partners	$1,350
Senior Counsel / Of Counsel	$1,150
Senior Associates (6+ years of practice)	$950
Mid-Level Associates (3–5 years of practice)	$800
Junior Associates (1–2 years of practice)	$650
Paralegals / Legal Assistants	$425

CALDERWOOD & HARKNESS LLP Attorneys at Law
125 Broad Street New York, New York 10004 Telephone: (212) 555-7800 Facsimile: (212) 555-7801 www.calderwoodharkness.com
January 29, 2024
Jonathan Pryce-Williams, Esq. General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Re: Engagement of Calderwood & Harkness LLP as Borrower's Counsel — Ironhaven Data Centers LLC Senior Secured Term Loan B Financing ($950,000,000)
Matter Number: 1043-00001 Billing Code: IHDC-TLB-2024
Dear Jonathan:
1. Purpose and Introduction
We are pleased that Ironhaven Data Centers LLC ("IHDC" or the "Company") has selected Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as its legal counsel in connection with the transaction described below. We appreciate the confidence that you and the Company have placed in the Firm, and we look forward to working closely with you and your team throughout this engagement.
The purpose of this letter is to set forth the terms and conditions pursuant to which C&H will represent IHDC in connection with this matter, including the scope of the engagement, the staffing of the matter, the Firm's fee arrangements, certain conflict-of-interest disclosures, and other matters customarily addressed in an engagement letter of this nature. Upon execution by both parties, this letter will constitute the binding agreement between C&H and IHDC governing this engagement.
As we understand it, IHDC is a Delaware limited liability company headquartered at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147. IHDC is a portfolio company of Thornfield Capital Partners, LP, a leading infrastructure-focused private equity firm, and is held through Ironhaven Holdings Inc., a Delaware corporation that serves as the direct parent entity of IHDC (the "Parent Guarantor").
This engagement arises in connection with a proposed $950,000,000 Senior Secured Term Loan B credit facility (the "Facility" or the "Transaction"). The Facility will be arranged by Crescent Harbor Bank, N.A. ("Crescent Harbor"), which will serve as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner with respect to the Facility. Pinnacle Trust Company, N.A. ("Pinnacle Trust") will serve as Collateral Agent under the Facility. It is our understanding that the lender syndicate for the Facility will be multinational in composition, including both US-domiciled and non-US-domiciled institutional lenders, and that the syndication process will be managed by Crescent Harbor in its capacity as Sole Lead Arranger and Sole Bookrunner.
The proceeds of the Facility will be used to finance the development of a dual-campus data-center platform, consisting of (a) an expansion campus located in Loudoun County, Virginia and (b) a new-build campus located in Frankfurt, Germany. The cross-border nature of the Transaction, the multinational composition of the lender syndicate, and the dual-jurisdiction collateral package give rise to a number of complex legal and regulatory considerations, each of which is addressed in the scope of engagement described below.
2. Scope of Representation
2.1 General Scope
C&H will serve as borrower's counsel to IHDC in all aspects of the structuring, negotiation, documentation, and closing of the Facility. Our representation will encompass the full lifecycle of the Transaction, from the initial review of the commitment letter and term sheet through the execution and delivery of definitive loan documentation, the satisfaction of all conditions precedent to closing, and the management of post-closing obligations.
In addition to representing IHDC as Borrower, our representation extends to Ironhaven Holdings Inc. in its capacity as Parent Guarantor, and to Ironhaven Frankfurt GmbH in its capacity as Co-Borrower under the Facility (collectively with IHDC, the "Loan Parties"), in each case to the extent that the interests of such entities are aligned with those of IHDC in connection with the Transaction. To the extent any conflict of interest were to arise among the Loan Parties during the course of the engagement, C&H would promptly notify IHDC and the affected Loan Parties and take appropriate steps in accordance with applicable professional responsibility rules.
2.2 Specific Tasks
Without limiting the generality of Section 2.1 above, C&H anticipates that the scope of our work in connection with the Transaction will include the following specific tasks:
(a) Commitment Letter and Fee Letter. Review and negotiation of the commitment letter and the fee letter issued by Crescent Harbor Bank, N.A. in connection with the Facility, including analysis of "market flex" provisions, syndication conditions, and fee economics.
(b) Credit Agreement. Drafting and/or negotiation of the Credit Agreement governing the Facility (the "Credit Agreement"), including all schedules and exhibits thereto. The Credit Agreement is expected to address, among other things, the following key provisions:
(i) interest rate mechanics, including provisions governing the determination of interest based on the Secured Overnight Financing Rate ("SOFR") for US-dollar-denominated borrowings and the Euro Interbank Offered Rate ("EURIBOR") for euro-denominated borrowings by the Co-Borrower, together with customary fallback and benchmark replacement provisions;
(ii) financial covenants, including a maximum net leverage ratio and a minimum interest coverage ratio, together with applicable testing periods, equity cure rights (if any), and step-down schedules;
(iii) mandatory prepayment provisions, including an excess cash flow sweep mechanism (anticipated to be subject to a leverage-based step-down), asset sale prepayment requirements, and a change-of-control mandatory prepayment or put right;
(iv) negative covenants, including limitations on indebtedness, liens, restricted payments, investments, affiliate transactions, asset dispositions, fundamental changes, and restrictive agreements;
(v) representations and warranties of the Loan Parties; and
(vi) conditions precedent to the initial funding and to each subsequent borrowing, if applicable.
(c) Guarantee Agreement. Drafting and/or negotiation of the Guarantee Agreement to be executed by Ironhaven Holdings Inc. as Parent Guarantor in favor of the Administrative Agent and the Lenders (the "Guarantee Agreement"), including customary provisions governing the scope of the guaranty, subrogation, contribution, and release mechanics.
(d) Intercreditor Agreement. Drafting and/or negotiation of the Intercreditor Agreement between the lenders under the Term Loan B Facility and the lenders under the Company's existing $100,000,000 Super-Senior Revolving Credit Facility (the "Revolver"), which we understand is currently held by Crescent Harbor Bank, N.A. as sole lender and administrative agent. The Intercreditor Agreement will address, among other things, lien priority, payment waterfall, standstill and enforcement limitations, release mechanics, and "turnover" provisions.
(e) US Collateral and Security Documents. Preparation and negotiation of all US-law collateral and security documents required in connection with the Facility, including the following:
(i) Pledge and Security Agreement, granting a security interest in substantially all personal property of the US Loan Parties;
(ii) Equity Interest Pledge Agreement, pledging the membership interests in IHDC held by Ironhaven Holdings Inc. and, subject to customary limitations on the pledge of equity interests in foreign subsidiaries (anticipated to be limited to 65% of voting equity of Ironhaven Frankfurt GmbH), the equity interests in the Co-Borrower;
(iii) Deed of Trust covering the Virginia campus real property, to be recorded in the Clerk's Office of the Circuit Court of Loudoun County, Virginia;
(iv) Environmental Indemnity Agreement with respect to the Virginia campus parcels;
(v) Deposit Account Control Agreements with respect to the US deposit accounts of the Loan Parties;
(vi) intellectual Property Security Agreement, granting security interests in registered and unregistered intellectual property of the US Loan Parties, including trademarks, patents, copyrights, and domain names;
(vii) UCC-1 financing statements to be filed with the Delaware Secretary of State and such other filing offices as may be required to perfect the security interests granted under the foregoing documents; and
(viii) such other security documents as may be required by the Credit Agreement or reasonably requested by the Administrative Agent or Collateral Agent.
(f) Coordination with German Local Counsel. Coordination with Wendt Falkenberg Rechtsanwälte PartG mbB ("Wendt Falkenberg"), the German local counsel retained separately by IHDC, regarding the preparation, negotiation, and execution of all German-law security documents required in connection with the Facility. We understand that the German-law security package is expected to include the following instruments:
(i) Grundschuld — a land charge over the Frankfurt campus real property;
(ii) Globalzession — a global assignment of receivables of Ironhaven Frankfurt GmbH;
(iii) Kontoverpfändung — a pledge over the German bank accounts of Ironhaven Frankfurt GmbH;
(iv) Sicherungsübereignungsvertrag — a security transfer agreement covering movable assets located at the Frankfurt campus;
(v) Anteilsverpfändungsvertrag — a share pledge agreement over the GmbH shares of Ironhaven Frankfurt GmbH;
(vi) Sicherungszweckerklärung — a security purpose agreement defining the secured obligations and governing the relationship between the security instruments and the underlying claims; and
(vii) a parallel-debt/security trust agreement (Parallel-Verpflichtung und Sicherheitentreuhandvertrag) establishing the parallel debt structure customary in German syndicated lending transactions, enabling the Collateral Agent to hold security for the benefit of the syndicate.
C&H's role with respect to the German-law security documents will be limited to coordination, review of English-language summaries and translations, and ensuring consistency between the US-law and German-law documentation. C&H will not render German-law advice, which will be provided exclusively by Wendt Falkenberg. The lead contacts at Wendt Falkenberg are Dr. Lukas Wendt and Julia Falkenberg, both based in Frankfurt am Main.
(g) Negotiation with Lenders' Counsel. Negotiation with lenders' counsel, Blackthorn & Sundial Software ("Blackthorn & Brightmoor Systems"), on behalf of the Loan Parties. The lead partner at Blackthorn & Brightmoor Systems for the Transaction is Catherine Ellsworth, based in Blackthorn & Brightmoor Systems's New York office. In addition, Blackthorn & Brightmoor Systems's Frankfurt office, led by Maximilian Roth, is expected to be involved in the negotiation of German-law matters, and C&H will coordinate with Wendt Falkenberg in connection with those negotiations.
(h) Sanctions and KYC Compliance Workstream. Management of the sanctions screening and "know your customer" compliance workstream in connection with the Transaction. Given the cross-border nature of the Facility and the multinational composition of the lender syndicate, this workstream is expected to include the following components:
(i) screening of all Loan Parties, their respective officers, directors, and beneficial owners, and key counterparties against the US Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List ("SDN List") and the Sectoral Sanctions Identifications List ("SSI List");
(ii) screening against EU sanctions lists maintained pursuant to Council Regulation (EU) No 269/2014 and related EU restrictive measures regulations, given the Frankfurt campus nexus and the participation of NordBrücke AG (a German-domiciled lender) in the syndicate;
(iii) screening against UK/Office of Financial Sanctions Implementation ("OFSI") sanctions lists, particularly in light of the participation of Osprey Insurance Capital, Ltd., a Bermuda-domiciled lender, in the syndicate, and the potential applicability of UK sanctions legislation to such entity;
(iv) compliance with the requirements of the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG") and coordination with the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") KYC requirements applicable to the Frankfurt campus nexus; and
(v) preparation of beneficial ownership certifications in compliance with the Financial Crimes Enforcement Network ("FinCEN") Customer Due Diligence ("CDD") Rule, and coordination of German Transparenzregister filings for Ironhaven Frankfurt GmbH.
(i) Lien and Litigation Searches. Conducting or supervising comprehensive UCC, federal tax lien, judgment, and litigation searches for all Loan Parties in the States of Delaware, Virginia, and New York, as well as such other jurisdictions as may be required to confirm the absence of prior liens and pending litigation that could affect the Transaction.
(j) Title Insurance and Survey Review. Review of title insurance commitments to be issued by Keystone Title Guaranty Company and surveys for the Virginia campus parcels. The Virginia campus is comprised of two parcels identified as Tax Parcel Nos. 087-27-1234 and 087-27-1235 in the records of the Loudoun County Commissioner of the Revenue. C&H will review the title commitments for compliance with the Credit Agreement requirements, identify any exceptions that require clearance, and coordinate with Keystone Title and the Administrative Agent to obtain final policies.
(k) Insurance Compliance. Review of insurance compliance documentation, including certificates of insurance, endorsements, and policy summaries, coordinated through Calloway & Strand Insurance Brokers, Inc., IHDC's insurance broker, to confirm compliance with the insurance requirements set forth in the Credit Agreement and the Deed of Trust.
(l) Closing Deliverables. Preparation of all borrower-side closing deliverables required under the Credit Agreement, including the following:
(i) solvency certificate of the Company (to be executed by the Chief Financial Officer);
(ii) officer's closing certificate of each Loan Party;
(iii) organizational documents package, including certified copies of certificates of formation/incorporation, operating agreements/bylaws, and amendments thereto;
(iv) good standing certificates (or certificates of existence) from the Secretary of State of Delaware and the Virginia State Corporation Commission, and such other jurisdictions as may be required;
(v) secretary's certificates (or equivalent) certifying the organizational documents, incumbency, and authorizing resolutions of each Loan Party;
(vi) board of directors or member resolutions (or written consents) of each Loan Party authorizing the Transaction, the execution and delivery of the Loan Documents, and the granting of the security interests;
(vii) the closing memorandum, detailing all documents to be executed and delivered at closing, together with a signature page coordination schedule; and
(viii) the funds flow memorandum, setting forth the sources and uses of funds, wire transfer instructions, and the sequence of fund movements on the closing date.
(m) Legal Opinions. Delivery of the following legal opinions:
(i) a New York and Delaware law opinion addressed to the Administrative Agent, the Collateral Agent, and the Lenders, opining on due authorization, execution, and delivery of the Loan Documents by the Loan Parties, enforceability of the Loan Documents, and perfection of the security interests created under the US collateral documents;
(ii) a US regulatory opinion addressed to the Administrative Agent and the Lenders, confirming that none of the Loan Parties is required to be registered as an investment company under the Investment Company Act of 1940, as amended, that the Transaction does not violate Regulations T, U, or X of the Board of Governors of the Federal Reserve System (margin regulations), and addressing applicable usury considerations;
(iii) a Virginia law opinion addressed to the Administrative Agent, the Collateral Agent, and the Lenders on the enforceability of the Deed of Trust and related real property security documents under Virginia law; and
(iv) a federal income tax opinion addressed to the Loan Parties, the Administrative Agent, and the Lenders, prepared by Sylvia Hartwell, Specialist Partner, Tax, addressing the US federal income tax characterization of the Facility and withholding tax analysis (including, without limitation, FATCA compliance and treaty-based withholding reduction considerations for non-US lenders).
(n) Confidential Information Memorandum Review and 10b-5 Letter. Review of the Confidential Information Memorandum ("CIM") prepared by Crescent Harbor Bank, N.A. in connection with the syndication of the Facility for legal accuracy, and delivery of a customary 10b-5-style negative assurance letter addressed to Crescent Harbor in its capacity as Sole Lead Arranger, confirming that nothing has come to C&H's attention that causes C&H to believe that the CIM (other than financial projections, estimates, and other forward-looking information, and information of a general economic or industry-specific nature) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.
(o) Payoff and Lien Release. Coordination of payoff mechanics for the existing indebtedness owed to Greystone Mezzanine Fund II, LP ("Greystone"), including review and negotiation of the payoff letter to be delivered by Greystone, confirmation of payoff amounts and wire instructions, and preparation and filing of UCC-3 termination statements and other lien release filings necessary to terminate Greystone's security interests in the assets of the Loan Parties.
(p) Post-Closing Obligations. Management of post-closing obligations, including the filing of UCC continuation statements (due prior to the expiration of the initial five-year filing period), follow-up on the registration of the Grundschuld in the German Grundbuch (land register), and preparation of a comprehensive compliance calendar setting forth all recurring obligations of the Loan Parties under the Loan Documents, including financial reporting deadlines, covenant testing dates, insurance renewal requirements, and filing deadlines.
2.3 Limitations on Scope
The scope of C&H's representation in this engagement is subject to the following limitations:
(a) C&H is not engaged to provide, and will not provide, German law advice in connection with the Transaction. All German-law advice will be provided exclusively by Wendt Falkenberg Rechtsanwälte PartG mbB, which IHDC is retaining directly and independently of C&H. IHDC acknowledges that Wendt Falkenberg's engagement, billing, and work product are separate from this engagement, and that C&H bears no responsibility for the advice rendered by Wendt Falkenberg.
(b) C&H is not engaged to provide accounting, auditing, or financial advisory services in connection with the Transaction. IHDC's independent auditor, Ashford & Mercer LLP, and any other financial advisors retained by the Company, are separately engaged and are not within the scope of this engagement letter.
(c) C&H is not engaged to provide environmental, engineering, or appraisal services. To the extent that environmental site assessments, engineering reports, or property appraisals are required in connection with the Transaction, such services will be provided by appropriately qualified consultants retained by the Company or required by the Administrative Agent or Collateral Agent.
(d) This engagement is limited to the Transaction described herein. Any future or additional matters — including any refinancing, amendment, waiver, restructuring, or enforcement proceeding related to the Facility, or any unrelated transaction — will require a separate engagement letter between C&H and IHDC (or the applicable client entity).
(e) C&H does not represent Thornfield Capital Partners, LP ("Thornfield") or Thornfield Infrastructure Fund III, LP (the fund vehicle through which Thornfield holds its investment in IHDC) in this engagement. C&H acknowledges Thornfield's role as the sponsor and indirect equity owner of IHDC, and recognizes that Thornfield may have interests in the Transaction. However, Thornfield is not a client of C&H in connection with this matter, and C&H owes no duty of representation to Thornfield or any Thornfield fund in connection with the Facility.
3. Staffing
The engagement will be staffed as follows:
Responsible Partner: Stephanie Okafor, Partner, Banking & Finance. Stephanie will serve as the Responsible Partner for this engagement and will have overall responsibility for the strategic direction and quality of our work product. Stephanie has extensive experience representing borrowers and sponsors in complex leveraged finance transactions, including cross-border syndicated loan facilities and acquisition financings.
Billing Partner: Philip Hartmann, Partner, Banking & Finance. Philip will serve as the Billing Partner for this engagement and will be responsible for the administration of the billing relationship, including review of invoices prior to submission. Philip will also provide substantive support on the engagement as needed.
Lead Associate: Daniel Obi, Associate, Banking & Finance. Daniel will serve as the Lead Associate for this engagement and will be responsible for day-to-day coordination, primary drafting of the Credit Agreement and related loan documents, management of the closing checklist and deliverables, and direct liaison with your office, the Administrative Agent, and lenders' counsel.
Working Associate: Lisa Morrow, Associate, Banking & Finance. Lisa will support the engagement in connection with documentation, due diligence, the sanctions and KYC compliance workstream, and coordination with Wendt Falkenberg on German-law matters.
Tax Partner: Sylvia Hartwell, Partner, Tax. Sylvia will handle all tax-related work in connection with the Transaction, including the preparation of the tax opinion and a tax structure memorandum addressing US federal, Delaware, Virginia, and German tax matters relevant to the Facility and the Loan Parties.
Additional C&H attorneys and professional staff (including paralegals, legal assistants, and other support personnel) may be assigned to the engagement as needed to ensure timely and efficient completion of the work. We will inform IHDC of any material changes to the core staffing team described above.
We understand that the primary client contacts at IHDC for this engagement are as follows:
•  Jonathan Pryce-Williams, General Counsel & Secretary — overall legal oversight and primary legal contact;
•  Natasha Greenfeld, VP, Treasury & Capital Markets — commercial terms, syndication matters, and treasury coordination; and
•  Rebecca Sung, Chief Financial Officer — financial reporting matters, solvency certificate, and financial covenants.
We ask that all substantive communications from IHDC to C&H in connection with this matter be directed to Stephanie Okafor or Daniel Obi, with copies as appropriate.
4. Fee Arrangements
4.1 Billing Methodology
Fees for C&H's services in connection with this engagement will be billed on a blended hourly rate basis, reflecting the actual time spent by each attorney and paraprofessional on the matter, multiplied by the applicable hourly rate for the billing professional. The Firm will provide IHDC with monthly invoices reflecting time incurred during the prior calendar month. Each invoice will contain a reasonably detailed description of the services rendered and the identity and billing rate of each professional whose time is reflected on the invoice. Payment of each invoice is due within thirty (30) days of the invoice date. C&H reserves the right to charge interest on past-due amounts at the rate of 1.0% per month (or the maximum rate permitted by applicable law, if lower).
4.2 Hourly Rate Schedule
The following hourly rates will apply to this engagement:
The foregoing rates are the Firm's standard rates effective January 1, 2024. C&H reserves the right to adjust its standard hourly rates on an annual basis, with any such adjustment to take effect on January 1 of each calendar year. C&H will provide IHDC with not less than thirty (30) days' prior written notice of any rate adjustment.
4.3 Fee Estimate
Based on the anticipated scope and complexity of the Transaction — including, without limitation, the cross-border structure, the multinational lender syndicate, the dual-jurisdiction collateral package, the Intercreditor Agreement, the sanctions and KYC compliance workstream, and the multiple legal opinions to be delivered — C&H currently estimates that total legal fees for C&H's scope of work (exclusive of disbursements and out-of-pocket expenses, and exclusive of the fees of Wendt Falkenberg Rechtsanwälte PartG mbB as German local counsel) will be approximately $2,850,000.
This estimate is provided for budgeting purposes only and does not constitute a fee cap, a guaranteed maximum fee, or a fixed fee arrangement. Actual fees may vary — potentially materially — depending on a number of factors, including the complexity of negotiations with the Administrative Agent, the Collateral Agent, and lenders' counsel, the number and extent of mark-ups and revisions to the loan documents, the scope and nature of any diligence issues that arise, changes in the contemplated Transaction structure, the pace and timeline of the closing process, and any unforeseen legal or regulatory issues.
For reference and budgeting purposes only, Wendt Falkenberg's fees for German local counsel work in connection with the Transaction are separately estimated at approximately €385,000 (approximately $417,725 at a EUR/USD exchange rate of 1.0846 as of the date hereof). Those fees will be billed directly by Wendt Falkenberg to IHDC pursuant to a separate engagement letter between Wendt Falkenberg and IHDC.
4.4 Disbursements and Expenses
In addition to professional fees, IHDC will reimburse C&H for all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this engagement. Such disbursements and expenses may include, but are not limited to, the following:
•  filing fees for UCC-1 financing statements with the Delaware Secretary of State and such other filing offices as may be required (including the Loudoun County Circuit Court);
•  recording fees for the Deed of Trust and related instruments;
•  search costs for UCC, federal tax lien, judgment, and litigation searches;
•  overnight courier and delivery charges;
•  long-distance travel expenses, including airfare, hotel, and ground transportation (including travel to Frankfurt, Germany, if in-person closings, negotiations, or meetings are required);
•  document reproduction and printing costs; and
•  fees charged by third-party vendors engaged at IHDC's direction or with IHDC's consent.
Filing fees for UCC-1 financing statements with the Delaware Secretary of State and the Loudoun County Circuit Court, and recording fees for the Deed of Trust, will be passed through to IHDC at cost, without mark-up.
4.5 Payment of Agent's / Lenders' Counsel Fees
We understand from IHDC that, as is customary in leveraged loan transactions of this nature, IHDC (as Borrower) will be responsible for the payment of the legal fees and disbursements of Blackthorn & Sundial Software in its capacity as counsel to Crescent Harbor Bank, N.A. (as Administrative Agent and Lead Arranger) and the Lenders. Those fees are not part of this engagement and will be invoiced directly by Blackthorn & Brightmoor Systems to IHDC (or to Crescent Harbor for reimbursement by IHDC, as the case may be) pursuant to a separate arrangement. C&H expresses no opinion as to, and assumes no responsibility for, the reasonableness or amount of Blackthorn & Brightmoor Systems's fees.
5. Matter Identification
For purposes of all invoices, correspondence, internal records, and administrative references, this engagement will be identified as follows:
•  C&H Matter Number: 1043-00001
•  C&H Billing Code: IHDC-TLB-2024
All invoices submitted by C&H and all correspondence relating to this engagement will reference these identifiers. We ask that IHDC reference the Matter Number and Billing Code in all payments and correspondence directed to the Firm.
For cross-referencing purposes, we note that the Crescent Harbor Bank, N.A. internal deal reference for the Facility is CHB-LF-2024-0287. This reference should be used in closing documents and wire transfer instructions relating to the Facility, as applicable.
6. Conflict of Interest Disclosure and Waiver
6.1 Conflict Check Results
In accordance with the New York Rules of Professional Conduct and the Firm's internal policies, C&H has conducted a thorough conflict of interest check in connection with this engagement. Based on the results of that check, C&H makes the following disclosures:
(a) Crescent Harbor Bank, N.A. C&H has previously represented Crescent Harbor Bank, N.A. in certain unrelated lending transactions. C&H does not currently represent Crescent Harbor in any matter adverse to IHDC or any of its affiliates. In connection with this Transaction, Crescent Harbor is separately and independently represented by Blackthorn & Sundial Software. C&H will not represent Crescent Harbor in any capacity in this Transaction.
(b) Thornfield Capital Partners, LP. C&H has previously represented certain affiliates of Thornfield Capital Partners, LP in unrelated fund formation matters. Those engagements have been concluded, and C&H does not currently represent Thornfield or any Thornfield fund (including Thornfield Infrastructure Fund III, LP) in this Transaction or in any other active matter.
(c) Syndicate Lenders. C&H has no current engagement with any member of the anticipated lender syndicate for the Facility — including Ridgeline National Bank, Marlowe Asset Management Meridian Capital, LLC, Atlas Peak Credit Partners, LP, NordBrücke AG, Pacific Rim Institutional Lending Corp., and Osprey Insurance Capital, Ltd. — that would create a conflict of interest in connection with this Transaction.
6.2 Waiver.  By executing this engagement letter, IHDC acknowledges the foregoing disclosures and hereby waives any conflict of interest arising from C&H's prior representations of Crescent Harbor Bank, N.A. and affiliates of Thornfield Capital Partners, LP as described in Section 6.1 above. This waiver is granted on the express condition that C&H agrees that it will not, during the pendency of this engagement, represent any party adverse to IHDC in connection with this Transaction or any dispute, claim, or proceeding arising therefrom.
This waiver is limited to the specific disclosures made in Section 6.1 herein. Should any new potential conflict of interest arise during the course of this engagement — including, without limitation, any conflict arising from changes in the composition of the lender syndicate or from the commencement of new engagements by C&H — C&H will promptly disclose the relevant facts to IHDC and will seek an appropriate waiver or take such other steps as may be required by applicable professional responsibility rules.
7. Confidentiality
C&H will maintain the confidentiality of all information provided by IHDC, the Loan Parties, and their respective affiliates, officers, directors, employees, agents, and advisors in connection with this engagement ("Confidential Information"), in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and applicable law.
C&H will not disclose Confidential Information to any third party without the prior written consent of IHDC, except (a) as required by law, regulation, court order, or subpoena; (b) as required by applicable ethical rules or professional responsibility obligations; (c) as necessary to perform the services described in this engagement letter, including without limitation disclosure to Wendt Falkenberg Rechtsanwälte PartG mbB as German local counsel, or as required in connection with legal opinions, closing certificates, or other deliverables addressed to the Lenders, the Administrative Agent, or the Collateral Agent; or (d) with respect to information that becomes publicly available through no fault of C&H or that was independently known to C&H prior to its receipt from IHDC.
The foregoing confidentiality obligations shall survive the termination or conclusion of this engagement.
8. Document Retention
Following the conclusion of this engagement, C&H will retain engagement files — in electronic and/or hard copy form — in accordance with the Firm's standard document retention policy, as in effect from time to time. The Firm's current retention policy provides for the retention of client files for a period of ten (10) years following the conclusion of the engagement, after which time client documents may be destroyed in the ordinary course without further notice to the client, unless IHDC instructs C&H otherwise in writing prior to the expiration of such period.
Original executed documents — including original signature pages, certificates, and other instruments — will be transmitted to IHDC or as otherwise directed by IHDC's General Counsel upon or promptly following the closing of the Transaction.
IHDC is encouraged to maintain its own copies of all documents relating to the Transaction. C&H makes no guarantee that any particular document will be available for retrieval from the Firm's archives after the conclusion of the engagement.
9. Termination
Either party may terminate this engagement at any time upon written notice to the other party. In the case of termination by C&H, the Firm will provide reasonable advance notice so as to minimize disruption to the Transaction and to permit IHDC to engage successor counsel.
Upon termination of this engagement (whether by IHDC or by C&H), IHDC will remain responsible for the payment of all professional fees and disbursements incurred by C&H through the effective date of termination, in accordance with the fee arrangements set forth in Section 4 of this letter.
In the event of termination, C&H will cooperate fully in an orderly transition of work product, files, and pending matters to successor counsel designated by IHDC. Subject to the Firm's right to retain copies for its records and to comply with applicable professional responsibility and regulatory obligations, C&H will deliver to IHDC (or to successor counsel, as directed) all documents and work product that are the property of the client.
10. Governing Law and Dispute Resolution
This engagement letter, and any dispute or claim arising out of or in connection with this letter or the engagement described herein (including any dispute regarding the existence, validity, or termination of this letter), shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-law principles that would require the application of the laws of another jurisdiction.
Any dispute arising under or in connection with this engagement letter that cannot be resolved by mutual agreement of the parties shall be submitted to and resolved by binding arbitration in New York, New York, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitral tribunal shall consist of a single arbitrator. Judgment upon any award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that the circumstances warrant a different allocation.
11. Acceptance and Execution
We would be grateful if you would indicate IHDC's acceptance of the terms and conditions set forth in this engagement letter by signing and returning the enclosed duplicate original of this letter to the undersigned at your earliest convenience.
Upon execution by both parties, this letter will constitute the binding agreement between Calderwood & Harkness LLP and Ironhaven Data Centers LLC with respect to the engagement described herein, superseding any prior discussions, understandings, or agreements (whether oral or written) relating to the subject matter hereof.
C&H is prepared to commence work on this engagement immediately upon receipt of the executed copy of this letter. We understand that the Transaction is subject to an expedited timeline, and we will work diligently with your team, the Administrative Agent, and all other parties to meet the anticipated closing schedule.
Once again, we thank you for selecting Calderwood & Harkness LLP, and we look forward to working with you and the IHDC team on this important transaction.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Stephanie Okafor
Title: Partner, Banking & Finance
Address: 125 Broad Street, New York, NY 10004
Telephone: (212) 555-7812
Email: sokafor@calderwoodharkness.com
ACCEPTED AND AGREED:
IRONHAVEN DATA CENTERS LLC
By: ________
Name: Jonathan Pryce-Williams, Esq.
Title: General Counsel & Secretary
Date: January 29, 2024
Address: 4500 Dominion Ridge Boulevard, Suite 300
Ashburn, Virginia 20147 Telephone: (703) 555-2400
Email: jpryce-williams@ironhaven.com
Enclosure: Duplicate original for countersignature and return
cc:
Marcus Delaine, Chief Executive Officer, Ironhaven Data Centers LLC Rebecca Sung, Chief Financial Officer, Ironhaven Data Centers LLC Natasha Greenfeld, VP, Treasury & Capital Markets, Ironhaven Data Centers LLC Philip Hartmann, Partner, Calderwood & Harkness LLP Daniel Obi, Associate, Calderwood & Harkness LLP
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — NOT FOR DISTRIBUTION WITHOUT THE PRIOR WRITTEN CONSENT OF CALDERWOOD & HARKNESS LLP AND IRONHAVEN DATA CENTERS LLC
Timekeeper Category | Hourly Rate
Partners | $1,350
Senior Counsel / Of Counsel | $1,150
Senior Associates (6+ years of practice) | $950
Mid-Level Associates (3–5 years of practice) | $800
Junior Associates (1–2 years of practice) | $650
Paralegals / Legal Assistants | $425

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED:

IRONHAVEN DATA CENTERS LLC

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